Cap Gemini - Registration Document 2016

REPORT OF THE BOARD OF DIRECTORS AND DRAFT RESOLUTIONS TO BE PRESENTED AT THE COMBINED SHAREHOLDERS’ MEETING OF MAY 10, 2017

6.1 Resolutions presented at the Ordinary Shareholders’ Meeting

value subject to Amount or accounting

vote

Presentation V2: qualitative part based on 2016 objectives Categories

Weight

Weighted total

Succesful IGATE integration Next strategic development

30% 20% 25% 25%

118.0%

Account centricity and Industrialisation

HR strategy

Variable V2 on target

484,000 571,120

Computed V2

TOTAL 2016 VARIABLE COMPENSATION

1,075,855

As a % of the total variable on target

111.1%

As a % of fixed compensation

74.1%

policy to the shareholders. approved by the Board at the beginning of Y+1 and is paid after the submission of the compensation The variable compensation due in respect of a given year is calculated based on the audited accounts

compensation variable Deferred compensation variable Multi-year compensation Exceptional shares or any performance options, Stock compensation of long-term other form

N/A

There is no deferred variable compensation.

N/A

There is no multi-year variable compensation mechanism.

N/A

No exceptional compensation was paid.

Performance €2,212,650 shares grant date) value on (accounting

42,000 shares granted subject to performance and presence conditions.

as the effective vesting of shares starts from a minimum achievement of 100% of the basket of that of the market only 50% of the initial grant vests. The external condition has been strengthened 100% of shares vest only if this relative performance is at 110% or above. If performance is similar to Gemini share is less than 100% of the performance of the basket of comparable companies, while CAC 40 index (new since 2014). Accordingly, no shares vest if the relative performance of the Cap 5 countries (Accenture/CSC/Atos/Tieto/Sopra Steria/CGI Group/Infosys and Cognizant) and the performance of a basket of 8 comparable companies in the same business sector and from at least on the comparative performance of the Cap Gemini share over three years against the average comparable companies, while it historically started at 90%. €2.7 billion or more. The external performance conditions accounts for 50% of the grant and is based progressively on a straight-line basis, with the maximum grant requiring Organic Free Cash Flow of The minimum amount necessary for shares to vest is €2.4 billion. Above this threshold, shares vest share capital. The number of shares that may vest to the executive corporate officer may not exceed 0.001% of the Authorized by the Combined Shareholders’ Meeting of May 18, 2016. Ninth resolution Grant authorized by the Board of Directors on July 26, 2016 of the grant and is based on Organic Free Cash Flow over the three-year period from 2016 to 2018. condition and an internal performance condition. The internal performance condition accounts for 50% The vesting of performance shares is contingent on the realization of both an external performance

6

Stock options = N/A Other items = N/A

No stock options or other items were granted.

Attendance fees

Voluntary waiver

The Board of Directors took due note of Mr. Paul Hermelin’s decision to waive his right to collect attendance fees as a director of Cap Gemini S.A. in respect of 2016 (as both Mr. Serge Kampf and he have done for the last seven years).

Valuation of benefits in kind

€0

No benefits in kind.

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Registration Document 2016 — Capgemini